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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Com-mission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-12
FLASHNET COMMUNICATIONS, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
N/A
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
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Filed by FlashNet Communications, Inc. pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934.
FlashNet Communications, Inc. distributed the following press release on or
about May 10, 2000.
FLASHNET SCHEDULES SPECIAL MEETING OF SHAREHOLDERS
Forth Worth, Texas - May 10, 2000. FlashNet Communications, Inc. (Nasdaq:
FLAS) announced today that it has scheduled a special meeting of its
shareholders to consider the approval and adoption of the merger agreement among
FlashNet and Prodigy Communications Corporation. Under the terms of the merger
agreement, FlashNet will become a wholly-owned subsidiary of Prodigy and each
outstanding share of FlashNet common stock will be converted into the right to
receive 0.35 of a share of Prodigy common stock. The meeting will be held on
Tuesday, May 30, 2000, at 9:00 a.m. at the City Club in the City Center Tower
II, located at 301 Commerce Street, Fort Worth, Texas 76102.
Prodigy has filed a Registration Statement on Form S-4 with the Securities
and Exchange Commission (the "SEC") in connection with the merger. The Proxy
Statement/Prospectus in the Registration Statement contains information about
the merger and the FlashNet shareholder meeting. FlashNet mailed a Proxy
Statement/Prospectus to FlashNet shareholders on May 9, 2000. FlashNet
shareholders are urged to read the Proxy Statement/Prospectus and other
documents filed by Prodigy and FlashNet with the SEC.
The Proxy Statement/Prospectus and other filings made by FlashNet and
Prodigy contain important information about FlashNet, Prodigy, the merger, the
persons soliciting proxies relating to the merger, their interests in the
merger, and related matters. Shareholders can obtain free copies of the
Registration Statement, Proxy Statement/Prospectus and other relevant documents
through the website maintained by the SEC at http://www.sec.gov. Shareholders
also can obtain copies of the Proxy Statement/Prospectus free of charge from
FlashNet by directing a request by mail to FlashNet, 3001 Meacham Boulevard,
Suite 100, Fort Worth, Texas, 76137, attention: Investor Relations, or by
telephone to Investor Relations, (817) 820-0068.
In addition to the Registration Statement, FlashNet and Prodigy file
annual, quarterly, and special reports, proxy statements and other information
with the SEC. You may read and copy any reports, statements or other
information filed by FlashNet or Prodigy at the SEC public reference rooms at
450 Fifth Street, N.W., Washington, D.C. 20549 or at any of the SEC's other
public reference rooms in New York, New York and Chicago, Illinois. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference rooms.
FlashNet's and Prodigy's filings with the SEC are also available to the public
from commercial document-retrieval services and at the Web site maintained by
the SEC at http://www.sec.gov.
THE PROXY STATEMENT/PROSPECTUS CONTAINS IMPORTANT INFORMATION. FLASHNET
SHAREHOLDERS SHOULD READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING
ANY VOTING OR INVESTMENT DECISIONS.
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FlashNet and its directors and executive officers, who may be considered
participants in this transaction, may be soliciting proxies from FlashNet's
stockholders in favor of approval and adoption of the merger agreement.
Information concerning the participants in the solicitation is set forth in the
Proxy Statement/Prospectus on file with the SEC.
